As filed with the Securities and Exchange Commission on October 6, 2000
Registration No. 333-34776
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
LABORATORY CORPORATION OF AMERICA HOLDINGS
(Exact Name of Registrant as Specified in Its Charter)
Delaware 358 South Main Street 13-3757370
(State or other Burlington, North Carolina 27 (I.R.S. Employer
jurisdiction of (336) 229-1127 Identification Number)
incorporation or (Address, including zip
organization) code, and telephone
number, including area
code, of Registrant's
principal executive
offices)
-----------------------
Bradford T. Smith
Executive Vice President, General Counsel,
Corporate Compliance Officer and Secretary
Laboratory Corporation of America Holdings
358 South Main Street
Burlington, North Carolina 27215
(336) 229-1127
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
-----------------------
Copy to:
PETER R. DOUGLAS
Davis Polk & Wardwell
450 Lexington Avenue
New York, New York 10017
(212) 450-4000
Approximate date of commencement of proposed sale to the public: From time to
time after the Registration Statement becomes effective.
If any of the securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. |_|
If any of the securities being registered on this Form are being offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. |X|
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. |_| __________
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. |_| __________
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. |_|
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CALCULATION OF REGISTRATION FEE
====================================================================================================================
Proposed
Proposed Maximum Maximum Amount of
Title of Each Class Amount to be Offering Price Per Aggregate Registration Fee
of Securities to be Registered Registered Unit (1) Offering Price (1) (2)
- --------------------------------------------------------------------------------------------------------------------
Common Stock 4,953,132 shares $111.50000 $552,274,218 $145,800.39
($0.10 par value)...............
====================================================================================================================
(1) Estimated solely for the purpose of computing the amount of the
registration fee. Calculated pursuant to Rule 457(c) on the basis of the
average of the high and low reported prices of the Registrant's Common
Stock on the New York Stock Exchange on September 22, 2000.
(2) A registration fee of $147,180.00 was previously paid when this
Registration Statement was first filed.
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
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PROSPECTUS
Issued October 6, 2000
4,953,132 SHARES
LABORATORY CORPORATION OF
AMERICA HOLDINGS
COMMON STOCK
-----------------------
These shares are being offered for sale from time to time by Roche Holdings,
Inc. and by the other Selling Stockholders listed on page 4 of this prospectus.
-----------------------
The common stock is traded on the New York Stock Exchange under the symbol "LH."
On October 5, 2000, the last reported sale price for the common stock on the New
York Stock Exchange was $122.00 per share.
-----------------------
Neither the Securities and Exchange Commission nor any other regulatory body has
approved or disapproved these securities, or passed upon the adequacy or
accuracy of this prospectus. Any representation to the contrary is a criminal
offense.
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October 6, 2000
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TABLE OF CONTENTS
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Page
-----
Where You Can Find More Information........................................1
Our Business...............................................................2
Market Prices of Common Stock..............................................3
Selling Stockholders.......................................................4
Plan of Distribution.......................................................5
Legal Matters..............................................................5
Experts....................................................................5
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements,
registration statements and other information with the SEC. Our SEC filings are
available to the public over the Internet at the SEC's web site at
http://www.sec.gov. You may read and copy any document we file at the SEC's
public reference rooms at 7 World Trade Center, New York, New York 10048;
Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661;
and 450 Fifth Street, N.W. Washington, D.C. Please call the SEC at
1-800-SEC-0330 for further information on the public reference rooms.
We have filed with the SEC a registration statement under the Securities
Act of 1933 to register the common stock offered by this prospectus. This
prospectus is only part of the registration statement and does not contain all
of the information in the registration statement and its exhibits because
certain parts are allowed to be omitted by SEC rules. Statements in this
prospectus about documents filed as an exhibit to the registration statement or
otherwise filed with the SEC are only summary statements and may not contain all
the information that may be important to you. For further information about us,
and the common stock offered under this prospectus, you should read the
registration statement, including its exhibits and the documents incorporated
into it by reference.
The SEC allows us to incorporate by reference the information we file with
them, which means that we can disclose important information to you by referring
you to those documents. The information incorporated by reference is an
important part of this prospectus. Information that we file later with the SEC
will automatically update and supersede this information. We incorporated by
reference the documents listed below and any future filings made with the SEC
under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), until all of the common stock offered under
this prospectus is sold.
1. Annual Report on Form 10-K for the fiscal year ended December 31,
1999;
2. Quarterly Reports on Form 10-Q for the quarters ended March 31, 2000
and June 30, 2000;
3. All reports filed pursuant to Section 13 or 15(d) of the Exchange Act
on or after December 31, 1999; and
4. The description of the common stock in the registration statements
filed by us pursuant to Section 12 of the Exchange Act and any
amendment or report filed for the purpose of updating any such
description.
You should rely only on the information incorporated by reference or
provided in this prospectus or any prospectus supplement. We have not authorized
anyone else to provide you with different information. We are not making an
offer of common stock in any state where the offer is not permitted. You should
not assume that the information in this prospectus is accurate as of any date
other than the date on the front of this prospectus.
You may request a copy of these filings at no cost, by contacting us at the
following address:
Laboratory Corporation of America Holdings
358 South Main Street
Burlington, North Carolina 27215
(336) 229-1127
Attention: Bradford T. Smith
OUR BUSINESS
Laboratory Corporation of America Holdings, headquartered in Burlington,
North Carolina, is the second largest independent clinical laboratory company in
the United States based on 1999 net revenues. Through a national network of
laboratories, we offer more than 2,000 different clinical laboratory tests which
are used by the medical profession in routine testing, patient diagnosis, and in
the monitoring and treatment of disease. Since our founding in 1971, we have
grown into a network of 25 major laboratories and approximately 1,200 service
sites consisting of branches, patient service centers and STAT laboratories
(laboratories that have the ability to perform certain routine tests quickly and
report results to the physician immediately), serving clients in 50 states.
Our company was formerly known as National Health Laboratories Holdings
Inc., which merged in 1995 with Roche Biomedical Laboratories, Inc., an indirect
subsidiary of Roche Holdings, Inc. We then changed our name to Laboratory
Corporation of America Holdings.
Recent Developments
During May 2000, our stockholders approved a 1 for 10 reverse stock split.
As a result, the number of authorized shares of common stock decreased from
520,000,000 to 52,000,000 and the par value increased from $0.01 to $0.10. All
references to common stock, common shares outstanding and per share amounts have
been restated to reflect the 1 for 10 common stock split on a retroactive basis.
On July 13, 2000 we announced that more than 99.97 percent of the shares of
our outstanding 8 1/2 percent Series A Convertible Exchangeable Preferred Stock
and 8 1/2 percent Series B Convertible Pay-in-Kind Preferred Stock called for
redemption had been converted into our common stock at the request of the
preferred shareholders. Conversion of such shares of preferred stock into common
stock resulted in the issuance of approximately 20.9 million additional shares
of common stock since the redemption was announced on June 6, 2000, for a total
of 34,551,937 common shares outstanding as of October 5, 2000.
During June 2000, we completed the acquisition of the laboratory testing
business of San Diego-based Pathology Medical Laboratories for approximately
$14.5 million in cash.
At the end of July 2000, we completed the acquisition of all of the stock
of National Genetics Institute, Inc. (NGI), which is based in Los Angeles,
California, for approximately $56.0 million in cash. The purchase agreement
provides for additional payments of up to $16.0 million, contingent upon the
realization of certain specified revenue targets by NGI. NGI revenues for the
past twelve months approximated $28.0 million.
MARKET PRICES OF COMMON STOCK
Our common stock has been listed and traded on the New York Stock Exchange
under the symbol "LH" since May 1, 1995. The following table sets forth the high
and low sales prices per share reported on the NYSE Composite Tape, based upon
information supplied by the Exchange and reflecting the 1 for 10 reverse common
stock split on a retroactive basis.
Market Price
-------------------
High Low
------ ------
Period
1998:
First Quarter............................. $ 21.875 $ 15.625
Second Quarter............................ 27.50 18.125
Third Quarter............................. 24.375 11.25
Fourth Quarter............................ 18.75 11.875
1999:
First Quarter............................. 23.125 12.50
Second Quarter............................ 29.375 16.875
Third Quarter............................. 32.50 22.50
Fourth Quarter............................ 38.75 24.375
2000:
First Quarter............................. 46.875 31.25
Second Quarter............................ 81.000 39.375
Third Quarter
(through October 5, 2000)................ 132.500 76.250
On October 5, 2000, the last reported sale price of the common stock on the
New York Stock Exchange was $122.00.
SELLING STOCKHOLDERS
The Selling Stockholders intend to dispose of shares of common stock in
various ways, as set forth under "Plan of Distribution" below. As of October 4,
2000, Roche Holdings, Inc. owned 15,352,537 shares of common stock
(approximately 44.43% of the common stock outstanding). At October 5, 2000
assuming the Selling Stockholders sell the full amount of the 4,953,132 shares
of common stock covered by this registration statement, Roche Holdings, Inc.'s
ownership of our common stock would be approximately 30.41%.
The following table sets forth certain information regarding the beneficial
ownership of common stock by each Selling Stockholder and as adjusted to give
effect to the sale of the shares covered by this prospectus. Unless otherwise
indicated, the address of each Selling Stockholder is c/o Laboratory Corporation
of America Holdings, 358 South Main Street, Burlington, North Carolina 27215.
Shares Beneficially Owned
After Offering
-------------------------
Shares
Beneficially
Owned Prior to Number of Shares Approximate
Offering Being Offered Number of Shares Percent
Roche Holdings, Inc. 15,352,537 4,800,000 10,552,537 30.41%
One Commerce Center, Suite 1050
Wilmington, Delaware 19801
Thomas P. MacMahon (1) 219,854 116,666 103,188 *
Bradford T. Smith (2) 64,948 36,466 28,482 *
- -------------------
* Represents beneficial ownership of less than one percent.
(1) Mr. MacMahon is a director of Laboratory Corporation of America Holdings
and serves as Chairman of the Board, President and Chief Executive Officer.
The indicated number of shares owned by Mr. MacMahon prior to this offering
includes 116,666 shares issuable upon exercise of stock options. All shares
being sold by Mr. MacMahon pursuant to this offering will be issued upon
the exercise of options currently held by him.
(2) Mr. Smith serves as Executive Vice President, General Counsel, Corporate
Compliance Officer and Secretary of Laboratory Corporation of America
Holdings. The indicated number of shares owned by Mr. Smith prior to this
offering includes 39,466 shares issuable upon exercise of stock options.
All shares being sold by Mr. Smith pursuant to this offering will be issued
upon the exercise of options currently held by him.
PLAN OF DISTRIBUTION
We will receive no proceeds from this offering. The common stock offered
hereby may be sold by the Selling Stockholders from time to time in public
offerings, in transactions in the over-the-counter market, in negotiated
transactions, or in a combination of such methods of sale, at fixed prices which
may be changed, at market prices prevailing at the time of sale, at prices
related to prevailing market prices or at negotiated prices. The Selling
Stockholders may effect such transactions by selling the common stock to or
through broker-dealers, and such broker-dealers may receive compensation in the
form of discounts, concessions or commissions from the Selling Stockholders
and/or the purchasers of the common stock for whom such brokers-dealers may act
as agents or to whom they sell as principals, or both (which compensation as to
a particular broker-dealer might be in excess of customary commissions).
In order to comply with the securities laws of certain states, if
applicable, the common stock will be sold in such jurisdictions only through
registered or licensed brokers or dealers. In addition, in certain states the
shares of common stock may not be sold unless they have been registered or
qualified for sale in the applicable state or an exemption from the registration
or qualification requirement is available and is complied with.
The Selling Stockholders and any broker-dealers or agents that participate
with the Selling Stockholders in the distribution of the common stock may be
deemed to be "underwriters" within the meaning of the Securities Act, and any
commissions received by them and any profit on the resale of the Shares
purchased by them may be deemed to be underwriting commissions or discounts
under the Securities Act.
We agreed to register the common stock under the Securities Act, and pay
all reasonable fees and expenses incident to the filing of this Registration
Statement.
LEGAL MATTERS
The validity of the common stock will be passed upon on our behalf by
Bradford T. Smith, Executive Vice President, General Counsel, Corporate
Compliance Office and Secretary. Mr. Smith, who is one of the Selling
Stockholders, is a full-time employee and an officer of Laboratory Corporation
of America Holdings and, prior to this offering, beneficially owns 64,948 shares
of common stock.
EXPERTS
The consolidated financial statements of Laboratory Corporation of America
Holdings as of December 31, 1999 and 1998, and for each of the three years in
the period ended December 31, 1999, incorporated in this Prospectus by reference
to the Annual Report on Form 10-K for the year ended December 31, 1999, have
been so incorporated in reliance on the report of PricewaterhouseCoopers LLP,
independent accountants, given on the authority of said firm as experts in
accounting and auditing.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
Securities and Exchange Commission registration fee......... $145,800
Legal fees and expenses..................................... 100,000
Accounting fees and expenses................................ 12,000
Miscellaneous (including printing fees)..................... 55,000
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Total.................................................. $312,800
========
Except for the SEC registration fee, all of the foregoing are estimates.
ITEM 15. INDEMNIFICATION OF OFFICERS AND DIRECTORS
As authorized by Section 145 of the General Corporation Law of the State of
Delaware ("Delaware Corporation Law"), each director and officer of the Company
may be indemnified by the Company against expenses (including attorney's fees,
judgments, fines, and amounts paid in settlement) actually and reasonably
incurred in connection with the defense or settlement of any threatened,
pending, or completed legal proceedings in which he/she is involved by reason of
the fact that he/she is or was a director or officer of the Company; provided
that he/she acted in good faith and in a manner that he/she reasonably believed
to be in or not opposed to the best interest of the Company; and, with respect
to any criminal action or proceeding, that he/she had no reasonable cause to
believe that his/her conduct was unlawful. If the legal proceeding, however, is
by or in the right of the Company, the director or officer may not be
indemnified in respect of any claim, issue, or matter as to which he/she shall
have adjudged to be liable for negligence or misconduct in the performance of
his or her duty to the Company unless a court determines otherwise.
Article Sixth of the Certificate of Incorporation of the Company provides
that no director of the Company shall be personally liable to the Company or its
stockholders for monetary damages for any breach of his or her fiduciary duty as
director; provided, however, that such clause shall not apply to any liability
of a director (i) for any breach of such director's duty of loyalty to the
Company or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii)
pursuant to Section 174 of the Delaware Corporation Law or (iv) for any
transaction from which the director derived an improper personal benefit. In
addition, the provisions of Article VII of the Company's By-laws provide that
the Company shall indemnify persons entitled to be indemnified to the fullest
extent permitted by the Delaware Corporation Law.
The Company maintains policies of officers' and directors' liability
insurance in respect of acts or omissions of current and former officers and
directors of the Company, its subsidiaries, and "constituent" companies that
have been merged with the Company.
II-1
ITEM 16. EXHIBITS
EXHIBIT
NUMBER DESSCRIPTION OF EXHIBIT
- ------------------------------------------------------------------------------
*5.1 Opinion of Bradford T. Smith, Esquire
**5.1 Revised Opinion of Bradford T. Smith, Esquire
*23.1 Consent of Bradford T. Smith, Esquire
*23.2 Consent of PricewaterhouseCoopers LLP
**23.3 Updated Consent of PricewaterhouseCoopers LLP
*24.1 Power of Attorney
* Previously filed.
** Filed herewith.
ITEM 17. UNDERTAKINGS
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration
Statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or
the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the Registration
Statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the
Registration Statement or any material change to such
information in the Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above do not apply
if the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each
filing of the Registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Securities Exchange Act of 1934 that is
incorporated by reference in the Registration Statement shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
II-2
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in the
opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and
is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by
the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the
Act and will be governed by the final adjudication of such issue.
II-3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to
the Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Burlington, State of North Carolina,
on October 6, 2000.
LABORATORY CORPORATION OF AMERICA
HOLDINGS
By: /s/ Bradford T. Smith
------------------------------------
Bradford T. Smith, Esq.
Executive Vice President, General Counsel,
Corporate Compliance Officer and Secretary
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 1 to the Registration Statement has been signed by the following persons in
the capacities and on the dates indicated:
SIGNATURE TITLE DATE
* Chairman of the Board, President, October 6, 2000
- ------------------------- Chief Executive Officer and
Thomas P. MacMahon Director
* Executive Vice President, Chief October 6, 2000
- ------------------------- Financial Officer and Treasurer
Wesley R. Elingburg
* Director October 6, 2000
- -------------------------
Jean-Luc Belingard
* Director October 6, 2000
- -------------------------
Wendy E. Lane
* Director October 6, 2000
- -------------------------
Robert E. Mittelstaedt, Jr.
* Director October 6, 2000
- -------------------------
James B. Powell, M.D.
* Director October 6, 2000
- -------------------------
David B. Skinner, M.D.
* Director October 6, 2000
- -------------------------
Andrew G. Wallace, M.D.
The undersigned, by signing his name hereto, does sign and execute this
Amendment No. 1 pursuant to the Powers of Attorney executed by the above named
officers and directors of the Registrant and previously filed with the
Securities and Exchange Commission on behalf of such officers and directors.
*By /s/ Bradford T. Smith Attorney-in-Fact October 6, 2000
---------------------------
Bradford T. Smith
EXHIBITS
*5.1 Opinion of Bradford T. Smith, Esquire
**5.2 Revised Opinion of Bradford T. Smith, Esquire
*23.1 Consent of Bradford T. Smith, Esquire
*23.2 Consent of PricewaterhouseCoopers LLP
**23.3 Updated Consent of PricewaterhouseCoopers LLP
*24.1 Power of Attorney
* Previously filed.
** Filed herewith.
EXHIBIT 5.2
October 6, 2000
Laboratory Corporation of America Holdings
358 South Main Street
Burlington, North Carolina 27215
Ladies and Gentlemen:
I am the Executive Vice President, General Counsel, Corporate Compliance Officer
and Secretary of Laboratory Corporation of America Holdings, and I offer this
opinion in connection with the filing of a Registration Statement (as amended,
the "Registration Statement") on Form S-3 under the Securities Act of 1933, as
amended, relating to up to 4,953,132 shares of Common Stock, par value $0.10 per
share (the "Common Stock").
I have examined originals or copies, certified or otherwise identified to my
satisfaction, of such documents, corporate records, certificates of public
officials and other instruments as I have deemed necessary or advisable for the
purposes of this opinion.
Upon the basis of the foregoing, I am of the opinion that the shares of Common
Stock to be sold pursuant to the Registration Statement (i) in the case of
shares to be sold by Roche Holdings, Inc., were duly authorized by all necessary
corporate action of the Company and such shares were legally issued and are
fully paid and nonassessable, and (ii) in the case of shares to be sold by the
other Selling Stockholders upon the exercise of stock options, will upon the
exercise of such options and upon payment therefor, will be legally issued and
fully paid and nonassessable.
I consent to the filing of this opinion as Exhibit 5.2 to the Registration
Statement.
Very truly yours,
/s/ Bradford T. Smith
----------------------------------------
Bradford T. Smith, Esq.
Executive Vice President, General Counsel,
Corporate Compliance Officer and Secretary
EXHIBIT 23.3
Consent of Independent Accountants
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-3 of our report dated February 12, 2000 relating to the
consolidated financial statements and financial statement schedule, which
appears in Laboratory Corporation of America Holdings Annual Report on Form 10-K
for the year ended December 31, 1999. We also consent to the reference to us
under the heading "Experts" in such Registration Statement.
/s/ PricewaterhouseCoopers LLP
-----------------------------------
PricewaterhouseCoopers LLP
Charlotte, North Carolina
October 6, 2000
